Statement of Changes in Beneficial Ownership (4)
June 27 2023 - 7:08PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MARKEL GROUP INC. |
2. Issuer Name and Ticker or Trading Symbol
Hagerty, Inc.
[
HGTY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
4521 HIGHWOODS PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/23/2023 |
(Street)
GLEN ALLEN, VA 23060 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series A Preferred Stock | (1) | 6/23/2023 | | P | | 1590668 (1) | | 6/23/2023 | (2)(3) | Class A Common Stock | 1590668 (1) | $9.43 | 1590668 (1) | D | |
Explanation of Responses: |
(1) | Each share of Series A Preferred Stock is exchangeable, at the holder's option, into shares of the Issuer's Class A Common Stock at an initial ratio of 1.25 shares of Series A Preferred Stock for 1 share of Class A Common Stock (the Conversion Rate). Dividends on Series A Preferred Stock are cumulative and accrue from the date of issuance at a rate per annum of 7.0% of the per share purchase price of Series A Preferred Stock ($9.43), plus the amount of previously accrued dividends, compounded annually (Accruing Dividends). The Issuer may elect to pay Accruing Dividends either in cash or additional shares of Series A Preferred Stock. Prior to the third anniversary of June 23, 2023 (the Closing), Series A Preferred Stock will participate on an as converted basis in dividends declared and paid on Class A Common Stock. Series A Preferred Stock votes together with Class A Common Stock on an as-converted basis (one vote per share), and not as a separate class. |
(2) | Series A Preferred Stock has no expiration date, but the Issuer has the option to require that all or any portion of the then-outstanding shares of Series A Preferred Stock be converted into Class A Common Stock at the Conversion Rate: (i) on or after the third anniversary of the Closing and prior to the seventh anniversary of the Closing, if the closing price of Class A Common Stock (the Closing Price) exceeds 150% of the Conversion Price (as defined in this footnote 2) for at least 20 out of 30 consecutive trading days; (ii) on or after the seventh anniversary of the Closing and prior to the tenth anniversary of the Closing, if the Closing Price exceeds 100% of the Conversion Price for at least 20 out of 30 consecutive trading days; or (iii) on the tenth anniversary of the Closing. The "Conversion Price" is the per share purchase price of Series A Preferred Stock ($9.43) multiplied by the Conversion Rate (initially, $11.79). |
(3) | The Issuer also has certain redemption rights with respect to Series A Preferred Stock, including in connection with (i) a change of control transaction (a Change of Control), (ii) an acquisition by the Issuer with a transaction value of at least $500.0 million or any equity or debt financing by the Issuer that raises at least $500.0 million (a Fundamental Transaction), or (iii) otherwise after the fifth anniversary of the Closing, as described further in the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock. Each holder of Series A Preferred Stock, including the Reporting Person, may, individually, require the Issuer to redeem all or any portion of its Series A Preferred Stock in connection with a Change of Control or a Fundamental Transaction. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MARKEL GROUP INC. 4521 HIGHWOODS PARKWAY GLEN ALLEN, VA 23060 |
| X |
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Signatures
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/s/ Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary | | 6/27/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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